Equity and dividends

Hofseth BioCare will have a level equity which is appropriate to its objectives, strategy and risk profile, and the Board of Directors will continually to assess the capital situation.

Equity
The Company's Board of Directors and management have used the following instruments to have a customized equity at any given time

  • Private placement/capital increase
  • Shareholder loans (subordinated loan) that can be seen as part of the company's equity
  • Sales-enhancing and cost-cutting measures

Per December 31 2013, the Group had an equity of MNOK 62,0, corresponding to an equity ratio of 30.2 percent. The Board is considering an equity share of around 30% to be at a satisfactory level in terms of proper equity. The company's long term debt financing have financial covenants of 30 % equity including shareholder loans. Taking this into consideration, an equity level of about 35 % will be satisfactory.

Comment
The Board of Directors adopted April 11 2014 a private placement that strengthened the company's equity with MNOK 90.

Dividend Policy
Hofseth BioCare aims to give its shareholders a competitive rate of return based on the company's earnings. The dividend will be considered in the context of Hofseth BioCare's financial position, loan terms and capital requirements for existing and new projects.

Mandates of the Board of Directors
Mandates granted of the Board of Directors, either to increase the company's share capital or to buy its own shares, will generally be limited to defined purposes and usually limited in time to the date of the next annual general meeting.

Per 31. December 2013 holds the Board of Directors in Hofseth BioCare the following authorization to increase the company's share capital by issuing new shares with a total face value of up to NOK 1.938.402, equivalent to 1.938.402 shares, each with a nominal value of NOK 1.00. The authorization can be used in connection with the issuance of shares to directors and employees of the company and any of the Group companies as well as specially trained resource persons. The authority applies up to the ordinary General meeting in 2015, but no longer than up to 15. June 2015. The authorization was granted at the extraordinary General Assembly 27. December 2013.

Comment according to the authorization given to December 27 2013:

  • The authorization was given so late in the year that it was given with the duration of the date of the subsequent annual General meeting.
  • In addition to moderate control fees, it was considered that options are the most appropriate way to fulfill the Board of Directors.

Comment according to the authorization given May 2 2014:
The Board was given the authority to increase the company's share capital in accordance with the public limited companies Act section 10-14 by issuing new shares with a total face value of up to NOK 24 384 022, the equivalent of 24 384 022 shares, each amounting to $ 1. The authorization can be used in connection with the issuance of shares to investors who is considered to have strategic importance for the company as well as to repair any issues as a result of such, or any other private equity issues.

In accordance with this power of attorney to the Board of Directors will also be able to offer shares to the people or companies who are not shareholders of the company. Existing shareholders ' preferential right may be waived.

The Board of Directors is given the authority to change the Articles of Assosiation stating the share capital size in accordance with the shares the Board decides under this authorization.

The authorization will be valid up to the May 2 2016.